As filed with the Securities and Exchange Commission on March 29, 2002
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
NORTHEAST BANCORP
(Exact Name of Registrant as Specified in its Charter)
Maine 01-0425066
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
232 Center Street
Auburn, Maine 04210
(207) 777-6411
(Address, of Registrant's Principal Executive Offices)
______________
NORTHEAST BANCORP
2001 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES D. DELAMATER, President
232 Center Street
Auburn, Maine 04210
(207) 777-6411
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
______________
COPIES TO:
Richard A. Denmon, Esquire
Carlton Fields, P.A.
One Harbour Place
777 South Harbour Island Boulevard
Tampa, Florida 33602-5799
(813) 223-7000
______________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered (1) Share Price registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock $1.00 par value 150,000 shares $14.85 (2) $2,227,500 (2) $204.93
====================================================================================================================================
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this registration statement also covers any additional shares of
common stock which may be issued in connection with the antidilution
provisions of the Northeast Bancorp 2001 Stock Option Plan. No additional
registration fee is included for these shares.
(2) Under the terms of the stock option plan 150,000 shares of common stock
have been reserved for issuance. As of the date of this registration
statement, 150,000 shares of common stock are available for grants under
the 2001 Stock Option Plan. The offering price of $14.85 per share has been
provided solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and was calculated based on the average of the high
and low prices of a share of Northeast Bancorp common stock, as reported on
the American Stock Exchange on March 27, 2002.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of Rule 424
promulgated under the Securities Act of 1933, as amended. The documents
containing the information specified in Part I will be delivered to the
participants in the plan covered by this Registration Statement as required by
Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed on behalf of Northeast
Bancorp (the "Company"), a Maine corporation (Commission File No. 1-14588), with
the Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed on September 27, 2001;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 2001 and December 31, 2001, filed on November
9, 2001, and February 14, 2002, respectively;
3. The Company's Current Reports on Form 8-K filed on January 17,
2002 and February 25, 2002, respectively; and
4. The description of the Company's common stock, par value $1.00
per share, contained in the Company's Registration Statement on
Form 8-A declared effective on August 17, 1987 and any amendments
or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicate that all securities offered
have been sold or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
-2-
Item 6. Indemnification of Directors and Officers.
Section 719.1 of the Maine Business Corporation Act ("MBCA") permits a
Maine corporation to indemnify any person who (a) was or is a party or is
threatened to be made a party to any threatened pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or (b) is or was serving at the
request of the corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another entity.
Under the Company's Bylaws, the Company is authorized to indemnify any
persons listed above against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, has no reasonable cause to believe that his or her conduct
was unlawful.
The Company's Bylaws further provide that the Company has the authority to
indemnify any person with respect to any derivative action against expenses
(including attorneys' fees) actually and reasonably incurred by such person,
provided that the person acted under the standards set forth in the preceding
paragraph. However, the Company's Bylaws provide that the Company shall not
indemnify any person with respect to any claim, issue or matter as to which that
person is finally adjudicated to be liable for negligence or misconduct to the
Company unless, and only to the extent that, the court determines that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.
Further, the Company's Bylaws provide that any indemnification made under
the above provisions, unless pursuant to a court determination, may be made only
after a determination that the person to be indemnified has met the standard of
conduct described above. This determination is to be made by a majority vote of
a quorum consisting of disinterested directors, by duly elected independent
legal counsel, or by the shareholders.
In addition, the Company's Bylaws provide that the Company must indemnify
any director, officer, employee or agent of the Company who has been successful
on the merits or otherwise in defense of any civil or criminal action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein. Such person shall be indemnified by the Company against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
Expenses incurred by a director, officer, employee or agent of the Company
in defending a civil or criminal proceeding may be paid by the Company in
advance of the final disposition thereof upon receipt by the Company of an
undertaking by or on behalf of such person to repay such amount unless it is
ultimately determined that such person is entitled to be indemnified by the
Company as authorized in its Bylaws.
The Company's Bylaws also provide that the indemnification available under
the Bylaws is not exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, agreement, vote of
disinterested directors or otherwise, both as to action in such persons'
official capacity and as to action in another capacity while holding such
office, and shall continue as to such person who has ceased to be a director,
officer, employee or agent of the Company and shall inure to the benefit of the
heirs, executors, and administrators of such person.
Pursuant to Section 719.6 of the MBCA and the Company's Bylaws, the Company
has purchased and maintains insurance on behalf of any person who is or was a
director or officer of the Company against any loss arising from any claim
asserted against any such person and incurred by such person in any such
capacity, subject to certain exclusions.
-3-
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
------ -----------------------
4.1 Articles of Incorporation of the Company, as amended on November 10,
1998, incorporated herein by reference to Exhibit 3.1 to the Company's
Form 10-Q for the quarterly period ended December 31, 1998 previously
filed with the Commission.
4.2 Bylaws of the Company, incorporated herein by reference to Exhibit 3.2
to Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 333-31797) previously filed with the Commission.
4.3 Northeast Bancorp 2001 Stock Option Plan, dated September 21, 2001,
incorporated herein by reference to the Company's Proxy Statement
dated October 5, 2001 previously filed with the Commission.
5 Opinion of Lipman & Katz, P.A. Re: Legality.*
23.1 Consent of Baker Newman & Noyes LLC.*
23.2 Consent of Lipman & Katz, P.A. (contained in Exhibit 5 to the
Registration Statement).*
24 Power of Attorney (contained in the Signature section of the
Registration Statement).*
__________________
* Exhibit filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(iv) provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant
-4-
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment should be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Auburn, State of Maine, on this 29th day of March,
2002.
NORTHEAST BANCORP
By: /s/ James D. Delamater
------------------------------------------
James D. Delamater
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James D. Delamater and John W. Trinward and each
or any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all Exhibits thereto, and all other documents in connection therewith, with
the Commission, granting unto said attorney-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the Securities Act of 1933, this Registration Statement
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
_____________________________ Chairman of the Board March 29, 2002
John W. Trinward
/s/ James D. Delamater Director, President and Chief Executive
----------------------------- Officer (Principal Executive Officer) March 29, 2002
James D. Delamater
/s/ John B. Bouchard Director March 29, 2002
-----------------------------
John B. Bouchard
_____________________________ Director March 29, 2002
Ronald J. Goguen
/s/ Philip C. Jackson Director and Vice President March 29, 2002
-----------------------------
Philip C. Jackson
/s/ Judith W. Kelley Director March 29, 2002
-----------------------------
Judith W. Kelley
/s/ Ronald C. Kendall Director March 29, 2002
-----------------------------
Ronald C. Kendall
/s/ John Rosmarin Director March 29, 2002
-----------------------------
John Rosmarin
/s/ John Schiavi Director March 29, 2002
-----------------------------
John Schiavi
/s/ Stephen W. Wight Director March 29, 2002
-----------------------------
Stephen W. Wight
/s/ Dennis A. Wilson Director March 29, 2002
-----------------------------
Dennis A. Wilson
/s/ Rob Johnson Chief Financial Officer March 29, 2002
----------------------------- (Principal Financial Officer)
Rob Johnson
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibits Numbered Pages
------ ----------------------- --------------
4.1 Articles of Incorporation of the Company, as amended on November 10,
1998, incorporated herein by reference to Exhibit 3.1 to the Company's
Form 10-Q for the quarterly period ended December 31, 1998 previously
filed with the Commission.
4.2 Bylaws of the Company, incorporated herein by reference to Exhibit 3.2
to Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 333-31797) previously filed with the Commission.
4.3 Northeast Bancorp 2001 Stock Option Plan, dated September 21, 2001
incorporated herein by reference to the Company's Proxy Statement dated
October 5, 2001 previously filed with the Commission.
5 Opinion of Lipman & Katz, P.A. Re: Legality.*
23.1 Consent of Baker Newman & Noyes LLC*
23.2 Consent of Lipman & Katz, P.A. (contained in Exhibit 5 to the
Registration Statement).*
24 Power of Attorney (contained in the Signature section of the
Registration Statement).*
____________________________
* Exhibit filed herewith